Common use of Term; Exclusivity Clause in Contracts

Term; Exclusivity. This engagement will commence on the date hereof and terminate on the earlier to occur of (i) 12 months from the date of this letter, (ii) the consummation of the Transaction, or (iii) the date on which a party receives written notice from the other party of termination of this engagement. Upon the termination of this letter agreement, the Company shall pay to Xxxxxxxxxxx all fees earned and reimburse Xxxxxxxxxxx for all reasonable expenses incurred, in accordance with Paragraphs 8 and 9 hereof, respectively. It is understood that, notwithstanding the termination of this agreement, sections 5, 9, 10, 11, 12, 13, 16 and 17 shall survive the termination hereof. During Xxxxxxxxxxx'x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with Xxxxxxxxxxx, contact or solicit institutions, corporations or other entities as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Transaction. Furthermore, the Company agrees that during Xxxxxxxxxxx'x engagement hereunder, all inquiries, whether direct or indirect, from prospective Investors will be referred to Xxxxxxxxxxx and will be deemed to have been contacted by Xxxxxxxxxxx in connection with the Transaction. The Company may reject any potential Investor if, in its discretion, the Company believes that the inclusion of such Investor in the Company would be incompatible with the best interests of the Company. The Company shall not be obligated to sell the Securities or to accept any offer thereof, and the terms of such Securities and the final decision to issue the same shall be subject to the discretionary approval of the Company. No offers or sales of any securities of the same or similar class as the Securities will be made by the Company or any affiliate during the six-month period after the completion of the offering of the Securities in each case except in compliance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), or an exemption therefrom.

Term; Exclusivity. This engagement will commence on The term of the Agreement shall extend from the date hereof and terminate on until the earlier to occur of (i) 12 months from September 8, 2001 or Early Termination, and that during the date term of this letter, (ii) the consummation of the Transaction, or (iii) the date on which a party receives written notice from the other party of termination of this engagement. Upon the termination of this letter agreement, the Company shall pay to Xxxxxxxxxxx all fees earned and reimburse Xxxxxxxxxxx for all reasonable expenses incurred, in accordance with Paragraphs 8 and 9 hereof, respectively. It is understood that, notwithstanding the termination of this agreement, sections 5, 9, 10, 11, 12, 13, 16 and 17 shall survive the termination hereof. During Xxxxxxxxxxx'x engagement hereunderAgreement: (i1) the Company will not, and will not permit its representatives to, other than in coordination with Xxxxxxxxxxxthe Lead Placement Agent, contact or solicit institutions, corporations or other entities as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Transaction. FurthermoreFuthermore, the Company agrees that during Xxxxxxxxxxx'x engagement hereunder, the term of the Agreement all inquiries, whether direct or indirect, from prospective Investors will be referred to Xxxxxxxxxxx the Lead Placement Agent and will be deemed to have been contacted by Xxxxxxxxxxx the Lead Placement Agent in connection with the Transaction. The Company may reject any potential Investor if, if in its discretion, the Company believes that the inclusion of such Investor in the Company would be incompatible with the best interests of the Company. The Company shall not be obligated to sell the Securities or to accept any offer thereof, and the terms of such Securities and the final decision to issue the same shall be subject to the discretionary approval of the Company. Any party may terminate its engagement at any time by giving the other parties at least thirty (30) days prior written notice of such termination, at which time the Company shall reimburse the Agents for all reasonable expenses incurred, in accordance with Paragraph 9 hereof. The Company agrees to pay the Agents any fees specified in Paragraph 8 if the events specified therein shall occur during the term of this Agreement or within twelve months after the termination or expiration of this Agreement. Any obligation pursuant to this Paragraph 4 shall survive the termination or expiration of this Agreement. No offers or sales of any securities of the same or similar class as the Securities will be made by the Company or any affiliate during the six-month period after the completion of the offering of the Securities in each case except in compliance with the registration requirements of the Securities Act of 1933, as amended amended, or an exemption therefrom (the "Securities Act"), or an exemption therefrom.

Term; Exclusivity. This engagement will commence on the date hereof and terminate on the earlier to occur of (i) 12 months from the date of this letter, (ii) the consummation of the Transaction, or (iii) five business days following the date on which a the party receives written notice from the other party of termination of this engagement. Upon the termination of this letter agreement, ; provided that no such notice may be given by the Company shall pay to Xxxxxxxxxxx all fees earned and reimburse Xxxxxxxxxxx for all reasonable expenses incurred, in accordance with Paragraphs 8 and 9 hereof, respectively. It is understood that, notwithstanding a period of 60 days after the termination of this agreement, sections 5, 9, 10, 11, 12, 13, 16 and 17 shall survive the termination date hereof. This engagement is exclusive until May 31, 2020 (the “Exclusivity Period”) and non-exclusive thereafter. During Xxxxxxxxxxx'x Broker’s engagement hereunderhereunder during the Exclusivity Period: (i) the Company will not, and will not permit its representatives to, other than in coordination with XxxxxxxxxxxBroker, contact or solicit institutions, corporations or other entities as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Transaction, provided however that sections (i) and (ii) of this sentence shall not apply to those Company contacts as noted in Exhibit “A” which the Company is permitted to contact related to Transactions. Those Company contacts noted in Exhibit “A” shall be exempt from the fees noted in Section (7). Furthermore, the Company agrees that during Xxxxxxxxxxx'x Broker’s exclusive engagement hereunder, all inquiries, whether direct or indirect, from prospective Investors will be referred to Xxxxxxxxxxx Broker and will be deemed to have been contacted by Xxxxxxxxxxx Broker in connection with a Transaction. Upon termination of this Agreement the TransactionCompany shall pay to Broker all fees earned and reimburse Broker for all expenses incurred, in accordance with Paragraphs 7, as modified by this paragraph 3, and 8 hereof, respectively. The Company may reject agrees to pay Broker any potential Investor iffees specified in Paragraph 7, in its discretionas modified by this paragraph 3, during the Company believes that the inclusion of such Investor in the Company would be incompatible with the best interests of the Companytime limitations specified herein. The Company shall not be obligated to sell the Securities or to accept any offer thereof, agrees that this section 3 and the terms of such Securities and the final decision to issue the same shall be subject provisions relating to the discretionary approval payment of fees, reimbursement of expenses, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the Company. No offers or sales right to trial by jury will survive any termination of any securities of the same or similar class as the Securities will be made by the Company or any affiliate during the six-month period after the completion of the offering of the Securities in each case except in compliance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), or an exemption therefromthis letter agreement.

Term; Exclusivity. This The term of CIBC World Markets' engagement will commence on hereunder as the Company's exclusive agent shall extend from the date hereof and terminate on until the earlier to occur of (i) 12 months from March 31, 2001 or Early Termination, and that during the date term of this letter, (ii) the consummation of the Transaction, or (iii) the date on which a party receives written notice from the other party of termination of this engagement. Upon the termination of this letter agreement, the Company shall pay to Xxxxxxxxxxx all fees earned and reimburse Xxxxxxxxxxx for all reasonable expenses incurred, in accordance with Paragraphs 8 and 9 hereof, respectively. It is understood that, notwithstanding the termination of this agreement, sections 5, 9, 10, 11, 12, 13, 16 and 17 shall survive the termination hereof. During Xxxxxxxxxxx'x CIBC World Markets' engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with XxxxxxxxxxxCIBC World Markets, contact or solicit institutions, corporations or other entities as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Transaction. Furthermore, the Company agrees that during Xxxxxxxxxxx'x the term of CIBC World Markets' engagement hereunder, all inquiries, whether direct or indirect, from prospective Investors investors will be referred to Xxxxxxxxxxx CIBC World Markets and will be deemed to have been contacted by Xxxxxxxxxxx CIBC World Markets in connection with the Transaction. The Company may reject any potential Investor if, if in its discretion, the Company believes that the inclusion of such Investor in the Company would be incompatible with the best interests of the Company. The Company shall not be obligated to sell the Securities Shares or to accept any offer thereof, and the terms of such Securities Shares and the final decision to issue the same shall be subject to the discretionary approval of the Company. Either party may terminate this Agreement at any time by giving the other party at least thirty (30) days prior written notice of such termination, at which time the Company shall pay to CIBC World Markets all fees earned and reimburse CIBC World Markets for all reasonable expenses incurred, in accordance with Paragraphs 8 and 9 hereof, respectively. The Company agrees to pay CIBC World Markets any fees specified in Paragraph 8 if the events specified therein shall occur during the term of this Agreement or within one year after the termination or expiration of this Agreement. Any obligation pursuant to this Paragraph 4 shall survive the termination or expiration of this Agreement. No offers or sales of any securities of the same or similar class as the Securities Shares will be made by the Company or any affiliate during the six-month period after the completion of the offering of the Securities in each case except in compliance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act")amended, or an exemption therefrom. The Company and CIBC World Markets have not made and shall not make any general solicitation in connection with the offer and sale of the Shares. CIBC World Markets will offer the shares only to Qualified Institutional Buyers.